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    327   BMG6955J1036

PAX GLOBAL TECHNOLOGY LIMITED

(327)
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PAX Global Technology : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

04/12/2021 | 06:14pm EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in PAX Global Technology Limited (the "Company"), you should at once hand this circular and the Annual Report 2020 of the Company with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

PAX GLOBAL TECHNOLOGY LIMITED

百 富 環 球 科 技 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 May 2021 at 9:30 a.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages 1 to 2 of this document for measures being taken to try to prevent and control the spread of the COVID-19 at the Annual General Meeting, including (amongst others):

  • compulsory temperature checks and health declarations
  • wearing of surgical face masks
  • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company encourages Shareholders to appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

Hong Kong, 13 April 2021

  • For identification purpose only

CONTENTS

Page

Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .

1

Definitions .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

2.

General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

3.

General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

4.

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

5.

Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

6.

Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

7.

Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

8.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

9.

General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

Appendix I

- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

Appendix II

- Details of Directors proposed for Re-election . . . . . . . . . . . . . . . . . . . . .

14

Notice of 2021 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In the interest of all attendees' health and safety and consistent with recent Novel Coronavirus (COVID-19) guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

For Shareholders, authorised corporate representatives, proxies or other attendees choosing to attend the Annual General Meeting in person, please note that the Company has been informed by the management company of Sun Hung Kai Centre (the "Building") that there will be compulsory body temperature screening at the lobby of the Building in respect of all persons visiting the Building and any person with fever may be denied access to the Building, in which case, you will not be allowed to attend the Annual General Meeting. The Company is supportive of these efforts given the development of COVID-19 and, in addition, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, staff and other attendees from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every Shareholder, authorised corporate representative, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of 37.4 degrees Celsius or higher may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
  2. All Shareholders, authorised corporate representatives, proxies and other attendees are required to complete and submit at the entrance of the Annual General Meeting venue a declaration form confirming their names and contact details, and confirming that they are not subject to, and to their best of knowledge have not had contact with any person who is subject to, any Hong Kong government prescribed quarantine arrangements (whether in a quarantine centre or not) and had no physical contact with a suspected COVID-19 patient during the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
  3. All attendees displaying common cold or flu symptoms may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
  4. All attendees are required to wear surgical face masks inside the Annual General Meeting venue at all times, maintain a safe distance between seats and observe good personal hygiene. Otherwise, such attendees may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
  5. No refreshments will be served, and there will be no corporate gifts.

Shareholders are advised to monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

- 1 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to send such question or matter in writing to our head office and principal place of business in Hong Kong or to our email at ir@pax.com.hk.

If Shareholders have any questions relating to the Annual General Meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong

E-mail:is-enquiries@hk.tricorglobal.com

Tel: 852 2980 1333

Fax: 852 2810 8185

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the Company's website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy. Completion and return of a form of proxy for the Annual General Meeting will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and are able to satisfy the screening measures mentioned above. In the event that you attend and vote at the Annual General Meeting or any adjournment thereof after having lodged a form of proxy, your returned form of proxy will be deemed to have been revoked by operation of law.

- 2 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting

the notice dated 13 April 2021 convening the Annual

Notice"

General Meeting as set out on pages 16 to 20 of this

circular

"Annual General Meeting"

the annual general meeting of the Company to be held at

Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour

Road, Wanchai, Hong Kong on Tuesday, 18 May 2021 at

9:30 a.m., or any adjournment thereof (as the case may be)

"Annual Report 2020"

"Board"

"Bye-laws"

"Company"

the annual report of the Company for the year ended 31 December 2020

the board of Directors

the bye-laws of the Company as may be amended from time to time

PAX Global Technology Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Directors"

"Group"

"Hong Kong"

"Latest Practicable Date"

the directors of the Company

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

7 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion herein

"Listing Rules"

"Ordinary Resolution(s)"

the Rules Governing the Listing of Securities on the Stock Exchange

the proposed ordinary resolution(s) as referred to in the Annual General Meeting Notice

- 3 -

DEFINITIONS

"PRC"

"SFO"

"Share(s)"

"Shareholder(s)"

"Share Issue Mandate"

"Share Repurchase Mandate"

"Stock Exchange"

"Takeovers Code"

"HK$"

"%"

the People's Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

share(s) in the share capital of the Company

the registered holder(s) of Share(s)

the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares up to 20% of the total number of Shares in issue as at the date of the passing of the relevant resolution approving the general mandate

the general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution approving the general mandate

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time

Hong Kong Dollars, the lawful currency of Hong Kong

per cent

- 4 -

LETTER FROM THE BOARD

PAX GLOBAL TECHNOLOGY LIMITED

百 富 環 球 科 技 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

Executive Directors:

Registered Office:

Mr. NIE Guoming (Chairman)

Clarendon House

Mr. LU Jie (Chief Executive Officer)

2 Church Street

Mr. LI Wenjin

Hamilton HM 11

Bermuda

Independent Non-Executive Directors:

Mr. YIP Wai Ming

Head Office and Principal

Dr. WU Min

Place of Business:

Mr. MAN Kwok Kuen, Charles

Room 2504, 25th Floor

Sun Hung Kai Centre

30 Harbour Road

Wanchai

Hong Kong

13 April 2021

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the Ordinary Resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Share Issue Mandate to the Directors; (ii) the granting of the Share Repurchase Mandate to the Directors; and (iii) the re-election of Directors.

  • For identification purpose only

- 5 -

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with the Shares. The Shares which may be allotted, issued and dealt with pursuant to the Share Issue Mandate shall not exceed 20% of the total number of Shares in issue as at the date of passing of the resolution approving the Share Issue Mandate which, if passed, shall be a maximum of 219,039,800 Shares (or such other number of Shares as would represent 20% of the total number of Shares in issue at the Annual General Meeting if there should be any change in the total number of Shares in issue between the Latest Practicable Date and the date of passing the relevant resolution). The Share Issue Mandate shall expire upon the earliest of

  1. the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Issue Mandate is revoked or varied by ordinary resolution of the Shareholders. Details of the Share Issue Mandate are set out in Ordinary Resolution No. 7 in the Annual General Meeting Notice.

In addition, Ordinary Resolution No. 9 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased pursuant to the Share Repurchase Mandate, if granted.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares. Under the Share Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the total number of Shares in issue as at the date of passing of the resolution approving the Share Repurchase Mandate which, if passed, shall be a maximum of 109,519,900 Shares (or such other number of Shares as would represent 10% of the total number of Shares in issue at the Annual General Meeting if there should be any change in the total number of Shares in issue between the Latest Practicable Date and the date of passing the relevant resolution). The Share Repurchase Mandate shall expire upon the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders. Details of the Share Repurchase Mandate is set out in Ordinary Resolution No. 8 in the Annual General Meeting Notice.

- 6 -

LETTER FROM THE BOARD

An explanatory statement as required under the Listing Rules, containing all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the ordinary resolution to approve the Share Repurchase Mandate, is set out in Appendix I to this circular.

4. RE-ELECTION OF DIRECTORS Re-election of Retiring Directors

In accordance with bye-law 84 of the Bye-laws, at each annual general meeting not less than one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. In accordance with bye-laws 84 and 85 of the Bye-laws, Mr. Lu Jie and Mr. Man Kwok Kuen, Charles will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

According to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, the further appointment of any independent non-executive director who is serving for more than 9 years should be subject to a separate resolution to be approved by the shareholders. As Mr. Man Kwok Kuen, Charles has served the Company for more than 9 years, his re-election at the Annual General Meeting is subject to a separate resolution. The nomination committee of the Company has reviewed and assessed the independence of Mr. Man Kwok Kuen, Charles and has formed the view that he has met the independence guidelines set out in Rule 3.13 of the Listing Rules, taking into account, among others, his ability to exercise independence of judgment in relation to the Company's affairs by offering or raising independent viewpoints, enquiries and advices and his annual confirmation of independence to the Company. The Directors are satisfied that notwithstanding that Mr. Man Kwok Kuen, Charles has served the Company for more than 9 years, his independence is not affected by his tenure with the Company and his character, integrity, ability and experience will continue to effectively fulfill his role as an independent non-executive Director and be of significant benefit to the Company. Hence, the Board recommends Mr. Man Kwok Kuen, Charles to be re-elected at the Annual General Meeting.

Details of the Directors who are proposed for re-election at the Annual General Meeting and their interests, if any, in the Shares are set out in Appendix II to this circular.

- 7 -

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 May 2021 at 9:30 a.m. is set out on pages 16 to 20 of this circular. At the Annual General Meeting, Ordinary Resolutions will be proposed to approve, inter alia, the granting of the Share Issue Mandate and the Share Repurchase Mandate to the Directors, the extension of the Share Issue Mandate to any Shares repurchased under the Share Repurchase Mandate and the re-election of Directors.

6. ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk). Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

7. VOTING AT THE ANNUAL GENERAL MEETING

Rule 13.39(4) of the Listing Rules requires that, all votes of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the Annual General Meeting will therefore demand a poll for the Ordinary Resolutions put to the vote at the Annual General Meeting pursuant to bye-law 66 of the Bye-laws and the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.paxglobal.com.hk) after the Annual General Meeting pursuant to the Listing Rules.

- 8 -

LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the granting of the Share Issue Mandate and Share Repurchase Mandate, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the Directors are in the interests of the Company and Shareholders as a whole. The Directors therefore recommend Shareholders to vote in favour of the Ordinary Resolutions in relation to the above matters as set out in the Annual General Meeting Notice.

9. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By Order of the Board

PAX Global Technology Limited

Cheung Shi Yeung

Company Secretary

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

The following is the explanatory statement required by the Listing Rules to provide requisite information to the Shareholders for consideration of the proposal to approve the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 1,095,199,000. Subject to the passing of Ordinary Resolution No. 8 approving the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased on or before the date of the Annual General Meeting, the Directors will be authorized under the Share Repurchase Mandate to repurchase a maximum of 109,519,900 Shares, being 10% of the total number of Shares in issue from the date of the approval up to the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in a general meeting.

REASONS FOR REPURCHASE

The Directors believe that it is in the interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Directors to repurchase Shares. The Directors believe that the Share Repurchase Mandate would give the Company additional flexibility where the situation warrants the repurchase of Shares.

Such repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the Company's net asset value and/or earnings per Share and will only be made in circumstances which the Directors believe are appropriate and will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

Repurchases will be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws and regulations of Bermuda. It is envisaged that the funds required for any repurchase would be derived from the distributable profits, the share premium and/or contributed surplus, if any, of the Company.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

In the event that the power to repurchase Shares pursuant to the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, there could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position as disclosed in the Company's most recently published audited financial statements contained in the Annual Report 2020). However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the Shareholders.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Hi Sun Technology (China) Limited ("Hi Sun") directly held 364,000,000 Shares, representing approximately 33.24% of the total number of Shares in issue. In the event that the Directors were to exercise in full the Share Repurchase Mandate (assuming the present shareholding structure of the Company remains unchanged), the aforesaid interest of Hi Sun would increase to approximately 36.93% of the total number of Shares in issue. Such increase in its interest of over 2% in any twelve-month period would oblige Hi Sun to make a mandatory offer under Rule 26 of the Takeovers Code. Other than this, the Directors are not aware of any other consequences that may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate. The Directors do not intend to exercise the Share Repurchase Mandate to such an extent that the public shareholding would be reduced to less than 25% of the total number of Shares in issue.

SHARES REPURCHASED BY THE COMPANY

The Company repurchased a total of 1,600,000 Shares during the six months preceding the Latest Practicable Date. Details of such repurchases are as follows:

Number of

Shares

Repurchased

Purchase Price

on the

Per Share

Date of Repurchase

Stock Exchange

Highest

Lowest

HK$

HK$

30

October 2020

800,000

4.59

4.46

19

January 2021

800,000

8.40

7.88

Total

1,600,000

- 12 -

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the previous twelve months preceding the Latest Practicable Date are as follows:

Month

Highest

Lowest

HK$

HK$

2020

April

3.37

2.76

May

3.39

2.91

June

3.68

2.99

July

3.88

3.18

August

5.50

3.39

September

4.95

4.05

October

5.32

4.36

November

5.61

4.39

December

7.62

5.13

2021

January

8.66

6.74

February

9.23

7.11

March

8.79

6.56

April (up to the Latest Practicable Date)

8.73

8.20

- 13 -

APPENDIX II

DETAILS OF DIRECTORS

PROPOSED FOR RE-ELECTION

The followings are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:

LU Jie ("Mr. Lu")

Mr. Lu, aged 56, is the Chief Executive Officer and an Executive Director of the Company and a director in a number of subsidiaries of the Company. He joined the Group in August 2001 and is responsible for managing the business development, sales and marketing functions of the Group. Mr. Lu has over 20 years of experience in sales and marketing in the electronic payment industry and served a number of management positions and executive role at Beijing Order Computer Company, a system integration company, from 1998 to 2001, including general manager of insurance department, general manager of marketing department and vice president. He had also worked as an engineer of the Ministry of Geology and Mineral Resources of the PRC and the Chinese Academy of Geological Sciences from 1986 to 1994 and from 1994 to 1995 respectively. Mr. Lu holds a bachelor's degree from Chengdu Geology Institute. He obtained an Executive Master of Business Administration degree from the Cheung Kong Graduate School of Business in 2010. He was appointed as the Chief Executive Officer and an Executive Director of the Company in May 2013.

Mr. Lu does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Lu had beneficial interest in 8,870,000 Shares and 11,000,000 underlying Shares in respect of share options granted. Save as disclosed above, Mr. Lu does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

The service agreement between the Company and Mr. Lu has been entered into for a term of 3 years commencing on 23 May 2019 subject to retirement by rotation at least once every three years and re-election in accordance with the Bye-laws unless and until terminated by either the Company or Mr. Lu giving to the other not less than 3 months' notice. For the year of 2021, Mr. Lu's annual fee as an executive Director will be approximately HK$1,980,000, which is determined by the Board with reference to his duties, responsibilities, market conditions and the Company's remuneration policy. Mr. Lu is also entitled to discretionary bonus payments for his office as an executive Director, the amount of which is determined by the Board at its absolute discretion having regard to, among others, the recommendation of the Remuneration Committee of the Company. Mr. Lu will retire by rotation and, being eligible, offer himself for re-election at the Annual General Meeting in accordance with the Bye-laws, Listing Rules and the applicable laws.

- 14 -

APPENDIX II

DETAILS OF DIRECTORS

PROPOSED FOR RE-ELECTION

MAN Kwok Kuen, Charles ("Mr. Man")

Mr. Man, aged 62, was appointed as an Independent Non-Executive Director of the Company in December 2010. Mr. Man graduated from The University of Hong Kong with a bachelor's degree in laws in 1981. Mr. Man was admitted as a solicitor in Hong Kong in 1984 and has practised as a solicitor at Joseph S. C. Chan & Co. (formerly known as Chan and Lo) in Hong Kong since then. He is currently a partner of Joseph S.C. Chan & Co.

Mr. Man does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Man does not have, and is not deemed to have, any interests or short positions in any Shares, underlying Shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. Man and the Company but he has entered into a letter of appointment as an independent non-executive Director for a term of 1 year commencing on 1 December 2020, subject to renewal on a yearly basis, retirement by rotation at least once every three years and re-election in accordance with the Bye-laws. Pursuant to the letter of appointment, Mr. Man is entitled to (i) an annual Director's fee of HK$280,000, which is determined with reference to his duties, responsibilities, market conditions and the Company's remuneration policy; and (ii) discretionary bonus payments, the amount of which is determined at the Board's absolute discretion having regard to, among others, the recommendation of the remuneration committee of the Company. Mr. Man will retire by rotation and, being eligible, offer himself for re-election at the Annual General Meeting in accordance with the Bye-laws, Listing Rules and the applicable laws.

Save as disclosed in this circular, the Board is not aware of any other matter in relation to the Directors who are subject to re-election at the Annual General Meeting which needs to be disclosed under Rule 13.51(2) of the Listing Rules or brought to the attention of the Shareholders.

- 15 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

PAX GLOBAL TECHNOLOGY LIMITED

百 富 環 球 科 技 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock code: 327)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of PAX Global Technology Limited (the "Company") will be held at Room 2504, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 May 2021 at 9:30 a.m. for the following purposes:

  1. To receive and adopt the audited consolidated financial statements of the Company, the report of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2020;
  2. To declare a final dividend of HK$0.10 per ordinary share for the year ended 31 December 2020;
  3. To re-elect Mr. Lu Jie as a Director;
  4. To re-elect Mr. Man Kwok Kuen, Charles as a Director;
  5. To authorise the Board of Directors to fix the remuneration of the Directors;
  6. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board of Directors to fix its remuneration;
  • For identification purpose only

- 16 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

7. "THAT:

  1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;
  2. the total number of shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option granted under the share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force; or (iv) an issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants or securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

- 17 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

  1. for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiry of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and
    3. the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.

"Rights Issue" means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe and/or exchange for shares of the Company, open for a period fixed by the Directors to the holders of shares of the Company, or any class thereof, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

8. "THAT:

  1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

- 18 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

  1. the total number of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
  2. for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiry of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and
    3. the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution."

9. "THAT subject to the passing of resolutions no. 7 and no. 8 set out in this notice, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution no. 7 set out in this notice be and is hereby extended by the addition thereto of the total number of shares of the Company which may be repurchased by the Company under the authority granted pursuant to resolution no. 8 set out in this notice, provided that such amount of shares so repurchased shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing this resolution."

By Order of the Board

PAX Global Technology Limited

Cheung Shi Yeung

Company Secretary

Hong Kong, 13 April 2021

- 19 -

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notes:

  1. A member of the Company entitled to attend and vote at the meeting (or any adjournment thereof) (the "Meeting") convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
  2. A form of proxy for use at the Meeting is enclosed.
  3. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting if the member so desires.
  4. To be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).
  5. With regard to resolutions nos. 3 and 4 in this notice, the Board of Directors proposes Mr. Lu Jie and Mr. Man Kwok Kuen, Charles be re-elected as Directors. The particulars of the relevant Directors are set out in Appendix II to the circular to the shareholders dated 13 April 2021.
  6. All votings on the resolutions in this notice by the members at the Meeting shall be conducted by poll.
  7. The proposed final dividend, subject to the approval of the Shareholders at the Meeting, will be paid on 22 June 2021 (Tuesday) to shareholders of the Company whose names appear on the register of members of the Company at the close of business on 4 June 2021 (Friday). For determining the entitlement to the proposed final dividend to be paid to the Shareholders, the register of members of the Company will be closed from 2 June 2021 (Wednesday) to 4 June 2021 (Friday), both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 1 June 2021 (Tuesday).
  8. Record date (being the last date for registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be 12 May 2021 (Wednesday). All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 12 May 2021 (Wednesday).

- 20 -

Disclaimer

PAX Global Technology Ltd. published this content on 13 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2021 22:14:01 UTC.


© Publicnow 2021
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Sales 2021 6 542 M 842 M 842 M
Net income 2021 1 053 M 135 M 135 M
Net Debt 2021 - - -
P/E ratio 2021 8,72x
Yield 2021 2,50%
Capitalization 9 215 M 1 186 M 1 186 M
Capi. / Sales 2021 1,41x
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Nbr of Employees 1 677
Free-Float 65,4%
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Mean consensus BUY
Number of Analysts 3
Last Close Price 8,40 HKD
Average target price 11,50 HKD
Spread / Average Target 36,9%
EPS Revisions
Managers and Directors
Jie Lu Chief Executive Officer & Executive Director
Shi Yeung Cheung Chief Financial Officer & Joint-Secretary
Guo Ming Nie Chairman
Kwok Kuen Man Independent Non-Executive Director
Min Wu Independent Non-Executive Director
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